Sunrise Announces Special Cash Dividend in Connection with Proposed Merger with Health Care REIT

MCLEAN, Va., Dec. 28, 2012 /PRNewswire/ -- Sunrise Senior Living (SRZ) announced today that in connection with the proposed merger with Health Care REIT, Inc. (HCN) and the related proposed sale of its management business to affiliates of Kohlberg Kravis Roberts & Co. L.P., affiliates of Beecken Petty O'Keefe & Company, Coastwood Senior Housing Partners LLC and Health Care REIT, at the request of Health Care REIT and within the framework of the merger agreement, the board of directors of a wholly owned subsidiary of Sunrise has declared a conditional special cash dividend of $2.10 per share of Sunrise common stock (approximately $129.5 million in the aggregate) to holders of Sunrise common stock as of the close of business on January 8, 2013. The special cash dividend does not change the overall amount of consideration of $14.50 in cash per share being provided to Sunrise stockholders in connection with the transactions. Sunrise stockholders will receive $12.40 in cash per share as merger consideration and $2.10 in cash per share as a special dividend, for a total of $14.50 in cash per share.

The dividend will be paid concurrently with the payment of the merger consideration and will be conditioned upon the consummation of the sale of Sunrise's management business, the receipt of funds at least equal to the aggregate amount of the dividend in connection with such sale, and the consummation of the merger with Health Care REIT. If the Sunrise stockholders approve the merger at the special meeting being held on January 7, 2013, Sunrise currently expects that the merger will close prior to market open on January 9, 2013.

Sunrise can make no assurance that the conditions to the payment of the conditional special cash dividend will be satisfied.

About Sunrise Senior Living

Sunrise Senior Living, a McLean, Va.-based company, employs approximately 31,600 people. As of September 30, 2012, Sunrise operated 303 communities located in the United States, Canada and the United Kingdom, with a unit capacity of approximately 29,400 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise's senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. To learn more about Sunrise, please visit http://www.sunriseseniorliving.com.

Forward-Looking Statements

This document may contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. When the company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company's expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including the risk that we will be unable to satisfy the closing conditions to the transaction, including the approval of the transaction by our shareholders and the receipt of certain regulatory approvals; the risk that we may not be able to complete the sale of our management company to shareholders or distribute the proceeds thereof as a cash dividend to our shareholders; the risk that we and/or Health Care REIT will be unable to perform certain obligations under the transaction agreements; the risk relating to unanticipated difficulties and/or expenditures relating to the transaction; the risk that we are unable to extend leases on our operating properties at expiration; the risk that we will be unable to obtain certain third party consents; the risk that some of our management agreements, subject to early termination provisions based on various performance measures, could be terminated due to failure to achieve the performance measures; the risk that our management agreements can be terminated in certain circumstances due to our failure to comply with the terms of the management agreements or to fulfill our obligations thereunder; the risk that ownership of the communities we manage is heavily concentrated in a limited number of business partners; the risk that our current and future investments in ventures could be adversely affected by our lack of sole decision-making authority, our reliance on venture partners' financial condition, any disputes that may arise between us and our venture partners and our exposure to potential losses from the actions of our venture partners; the risk related to operating international communities that could adversely affect those operations and thus our profitability and operating results; the risk from competition and our response to pricing and promotional activities of our competitors; the risk of not complying with government regulations; the risk of new legislation or regulatory developments; the risks associated with the ownership and operation of assisted living and independent living communities; other risk factors contained in the Company's Form 10-K filed with the SEC on March 1, 2012, as amended on March 15, 2012, and as may be amended or supplemented in our Form 10-Q filings. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. Unless the context suggests otherwise, references herein to "Sunrise," the "Company," "we," "us" and "our" mean Sunrise Senior Living, Inc. and our consolidated subsidiaries.

Important Additional Information About this Transaction

Sunrise has filed a proxy statement with the SEC in connection with the proposed merger with Health Care REIT. Sunrise shareholders are urged to read the proxy statement because it contains important information. Shareholders are able to obtain a free copy of the proxy statement, as well as other filings containing information about Sunrise and the merger, without charge, at the SEC's website (www.sec.gov). In addition, copies of the proxy statement and other filings containing information about the Company and the proposed merger can be obtained, without charge, by directing a request to Sunrise Senior Living, Inc., Attention: Investor Relations, 7900 Westpark Drive, McLean, Virginia 22102, by phone at (703) 273-7500, or on the Company's website at http://www.sunriseseniorliving.com/2013specialmeetingmaterials.

Sunrise and Health Care REIT and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Sunrise's stockholders in respect of the proposed merger. You can find information about Sunrise's executive officers and directors in Sunrise's definitive annual proxy statement filed with the SEC on March 23, 2012. You can find information about Health Care REIT's executive officers and directors in Health Care REIT's definitive annual proxy statement filed with the SEC on March 29, 2012. You can obtain free copies of Sunrise's annual proxy statement by directing a request to Sunrise Senior Living, Inc., Attention: Investor Relations, 7900 Westpark Drive, McLean, Virginia 22102, by phone at (703) 273-7500, or on the Company's website at http://www.sunriseseniorliving.com. Additional information regarding the interests of potential participants are also included in the proxy statement and other relevant documents filed with the SEC.

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Sunrise Announces Special Cash Dividend in Connection with Proposed Merger with Health Care REIT

Dallas Eagle Scout helps Baylor’s Faith In Action Initiatives – Video


Dallas Eagle Scout helps Baylor #39;s Faith In Action Initiatives
Baylor Health Care System #39;s Faith In Action Initiatives received a special gift this 2012 holiday season from a Highland Park High School student. Carson Yeager, 15, a member of Boy Scouts of America Troop 82, led a team of eight people to build four metal, wheeled carts and two sets of crutch hangers for use in the warehouse where the team houses supplies. Carson raised $850 in donations to fund the project, and he and his volunteers spent 136 hours planning and completing it. Baylor #39;s Faith In Action Initiatives coordinates the recycling of decommissioned medical equipment through its "Second Life Resources" program. Last year alone, more than $250000 of medical supplies was donated to areas in need in Texas and around the world. Carson #39;s carts and hangers will greatly help the team as it moves thousands of pounds of equipment throughout the large warehouse. The Faith In Action Initiatives team also offers disaster relief support and this year helped the communities impacted by Hurricanes Sandy and Issac. In years past, the team has gone to Japan, Haiti and other areas throughout the world.From:baylorhealthViews:0 0ratingsTime:02:51More inNonprofits Activism

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Dallas Eagle Scout helps Baylor's Faith In Action Initiatives - Video

Headaches – "Focus on Seniors" – Video


Headaches - "Focus on Seniors"
Guest: Lee N. Sheldon DMD - Solid Bite Dental "Focus on Seniors" with Joe Steckler - "About Helping Seniors of Brevard ("HSOBC")" - Helping Seniors of Brevard County #39;s mission is to improve the awareness of senior care services and programs as well as help lead the way in assisting seniors get the health care that they need. [Episode #25]From:Joe StecklerViews:0 0ratingsTime:28:31More inEducation

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Weight Control – "Focus on Seniors" – Video


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Guest: Nancy T Deardorff RN - Branch Director / Gentiva Healthcare Guest: Lee N. Sheldon DMD - Solid Bite Dental "Focus on Seniors" with Joe Steckler - "About Helping Seniors of Brevard ("HSOBC")" - Helping Seniors of Brevard County #39;s mission is to improve the awareness of senior care services and programs as well as help lead the way in assisting seniors get the health care that they need. [Episode #04]From:Joe StecklerViews:0 0ratingsTime:28:31More inEducation

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Elder Law Estate Planning – Video


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At Accettura Hurwitz, we consider an estate plan to be an essential element of individual and family planning; an owner #39;s manual of sorts. Estate planning is the process of ordering one #39;s affairs in contemplation of death or disability. A typical Michigan estate plan includes a revocable trust (sometimes called a "revocable living trust"), health care power of attorney, general power of attorney, and a last will and testament. A revocable trust has a number of advantages over a simple will. Trusts avoid probate, and provide structure during the disability of the grantor -- thus avoiding a conservatorship - and after death. By avoiding probate, trusts are not a matter of public record and therefore preserve the privacy of the grantor. Trustees must follow the terms of the trust that grants them authority. This "fiduciary" responsibility is mandated by the trust document and supported by Michigan law. Failure to comply with the terms of the trust may subject the trustee to liability. The high standard applied to trustees ensures that the grantor #39;s wishes are honored. It is this very feature that makes trusts ideal for administration of one #39;s assets before and after death.From:Elder LawViews:0 0ratingsTime:04:22More inPeople Blogs

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Elder Law Estate Planning - Video

Palomar Health's New Palomar Medical Center in San Diego County Receives National and State Design and Construction …

Engineering News-Record names Palomar Health's new green, high-tech hospital "Best of the Best Health Care Projects" winner for 2012 as well as best health care and overall construction project in California. "The Hospital of the Future" opened in August.

San Diego, Calif. (PRWEB) December 27, 2012

The awards were presented to Palomar Health, CO Architects and DPR Construction for their exemplary and innovative work on the new hospital. Projects were judged by design and construction professionals. Palomar Medical Center, known as "The Hospital of the Future," is featured in the December edition of ENR California.

In February, the editors of ENR will select one project from the national Best of the Best Projects winners as the Editors choice. Palomar Medical Center, as the winner in the Health Care category, is eligible for this award.

According to ENR editors, the Best of the Best Projects winners are truly outstanding examples for the entire construction industry of teamwork, safety, overcoming challenges, innovation and quality.

Palomar Healths flagship hospital opened on August 19, about four months after construction was completed and was paid in part through a bond passed by North San Diego County voters in 2004. The 11-story, 288-bed Palomar Medical Center is one of the largest buildings in the United States to use an integrated project delivery method and one of two hospitals in the nation with day-lighted operating rooms. At its groundbreaking in 2007, it was the largest project under construction in California. DPR took over construction management in 2008.

Many design and planning decisions were guided by patient-centric, experience-based design, which included documented input from individuals in all hospital departments. Flexibility was built in so the hospital can continually accommodate the changes to equipment, technology and treatment through the lifetime of the hospital. In addition, the hospital features a 1.5-acre rolling green roof, wireless access throughout the facility, expansive gardens and a large custom chandelier in the main lobby that makes a dramatic first impression for those visiting the hospital.

Project leaders said they were honored to receive the prestigious awards on behalf of all project participants and hailed the many people involved for their outstanding teamwork. The project tallied 4 million work hours, 6,000-plus craftspeople, 2,600 safety audits and more than 40,000 inspections. Twenty-five million pounds of structural steel and 5 million feet of electrical cable were used during construction.

These recognitions are a testament to everyone involved in the creation, planning and design of the new hospital including our Board and staff, said Palomar Health President and CEO Michael H. Covert. It represents a unique achievement and the next stage of development in the building of hospitals and the way we care for individuals in such settings.

DPR Construction Regional Manager Jay Leopold said the only thing that rivals the building and the achievement that were being recognized was the journey.

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Palomar Health's New Palomar Medical Center in San Diego County Receives National and State Design and Construction ...

NYU Langone Medical Center Today Resumes Inpatient Services At Tisch Hospital And Anticipates A Return Of Nearly All …

NEW YORK, Dec. 27, 2012 /PRNewswire/ --NYU Langone Medical Center announced that, effective today, inpatient services at Tisch Hospital and its Schwartz Health Care Center resumed for multiple programs and specialty services. In addition, by working with the New York State Department of Health, the Medical Center plans a return of nearly all services available on the main campus before Hurricane Sandy by the end of January.

"We have overcome many challenges over the last two months, yet our faculty and staff at NYU Langone truly rose to the occasion so that we could get back to doing what we do best - providing world-class patient care, conducting groundbreaking research, and educating the next generation of physicians," said Dr. Robert I. Grossman, MD, dean and CEO, NYU Langone Medical Center.

Effective today, several inpatient services and select surgical services are now available, including:

Ancillary services will be available including:

Additionally, on January 14, 2013, the following services are expected to resume:

At this time, no date has been determined for the re-opening of NYU Langone's Emergency Department (ED). The ED, located on the ground floor level of Tisch Hospital, was in the initial stage of a major construction and expansion program when Hurricane Sandy hit. As a result of the damage incurred, it is not possible to open or immediately relocate the ED at this time. Recognizing the key role the ED plays in providing healthcare services to the community; NYU Langone will establish an Urgent Care Center. The Urgent Care Center will be staffed by ED clinicians and will handle a range of walk-in cases.Patients presenting for medical care will be evaluated and those with minor complaints will be discharged once treated; those requiring additional evaluation will be admitted to the appropriate inpatient unit; andpatients who require services currently not available at the Medical Center will be transported via ambulance to an appropriate facility.

"The re-opening of NYU Langone Medical Center, a driving force in New York's economy, marks a milestone in the recovery process and means that tens of thousands of New Yorkers can return to the work they love," said Senator Schumer, whobroughtFEMA Administrator Craig Fugate on a tour of the medical center shortly after the storm. "The damage to the medical center one of the nation's premier facilities for patient care, research, and medical education almost took your breath away, but working closely with FEMA we were able to get NYU the funds they needed quickly, and they are re-opening in under two months. The quick turnaround is a testament to the dedication of the NYU board, executives and staff, and shows the tough stuff New Yorkers are made of. All New Yorkers can breathe a sigh of relief now that they once again have access to this top notch medical facility."

"New Yorkers have been accustomed to receiving outstanding care at Tisch Hospital at NYU Langone. When Superstorm Sandy put it out of commission, we were deprived of the world-class medical care we are used to finding at this superb hospital. I applaud the staff members of NYU Langone who have worked for eight weeks around the clock to prepare Tisch to reopen. Restoring our city's hospitals that were damaged during Superstorm Sandy is a major step toward recovery," said U.S. Representative Carolyn B. Maloney.

NYU Langone's Hospital for Joint Diseases (HJD), Center for Musculoskeletal Care (CMC), Clinical Cancer Center and other offsite buildings are open, many with extended hours of service to ensure all new and current patients have access to care. In addition, all physician offices located on the main campus are open in their original locations.

"The Hurricane truly showed who New York's heroes really are, with our staff here and our city and state's first responders risking all to help bring hundreds of patients to safety," said Dr. Grossman. "We are grateful to all those who helped us to achieve a timely and safe re-opening of our facilities including Senators Schumer and Gillibrand, Representatives Maloney, King, Lowey, and Crowley, Governor Cuomo, Mayor Bloomberg, and state and city officials including the staff of the State Departments of Health and Homeland Security.And most importantly, we want to thank our patients for their continued support and for not losing faith that we truly would be back stronger than ever."

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NYU Langone Medical Center Today Resumes Inpatient Services At Tisch Hospital And Anticipates A Return Of Nearly All ...

Andrea Coombes' Working Retirement: Trapped in your job? Here’s help from health law

The health-care overhaul, whatever its larger merits, might offer some relief for individuals in their 50s and early 60s in the grips of “job lock”—workers who are unable or reluctant to leave their current jobs for fear they won’t be able to find health insurance.

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Andrea Coombes' Working Retirement: Trapped in your job? Here’s help from health law